California Court of Appeals, First District, First Division
James WONG, as Personal Representative, etc., et al., Plaintiffs and Respondents,
Aaron WONG, as Personal Representative, etc., et al., Defendants and Appellants.
Cal.Rptr.3d 625] Trial Court: San Mateo County Superior
Court, Trial Judge: Hon. Susan Greenberg (San Mateo County
Super. Ct. No. 17CIV05074)
& Carley, Allonn E. Levy, San Jose, Steven P. Braccini, Palo
Alto, Ryan D. Cunningham, Palo Alto, Sheppard, Mullin,
Richter & Hampton, Karin D. Vogel, San Diego, Steven P.
Braccini, Palo Alto, Valerie E. Alter, Los Angeles, for
Defendant and Appellant.
Law Group, Eric J. Sidebotham, Santa Clara, Law offices of
Russell J. Hanlon, Russell J. Hanlon, San Jose, for Plaintiff
Defendants Aaron Wong and Tianqi Liu, as personal
representatives of the Estate of Sylvia Tang and co-trustees
of the Sylvia Tang Trust
(collectively, the Tang Estate), appeal from a trial court
order denying a special motion to strike under California’s
anti-SLAPP statute, Code of Civil Procedure section
425.16. The Tang [256 Cal.Rptr.3d 626] Estate
brought the motion after plaintiffs James Wong and Irene
Wong, as personal representatives of the estate of Alan Wong
(collectively, the Wong Estate), sued under a contractual
agreement to be indemnified for the costs the Wong Estate
incurred in defending against a separate lawsuit brought by a
company the Tang Estate controls. The Tang Estate claims the
court erred by concluding that the instant case does not
arise from its protected activity of litigating the other
lawsuit. We disagree and affirm.
FACTUAL AND PROCEDURAL BACKGROUND
Tang (Tang) and Alan Chung Cheung Wong (Wong) married in 1999
and divorced in 2011. During their marriage, Wong held a 48.5
percent interest and Tang held an 11 percent interest in
Asian Square Inc. (Asian Square), which owns and operates
Grand Century Mall in San Jose. On December 31, 2011, Tang
and Wong entered a marital settlement agreement (settlement
agreement) that resolved several disputes, including the
division of assets and debts. The couple’s divorce judgment,
which was based on the settlement agreement, was filed on May
17, 2013, and entered nunc pro tunc as of December 31, 2011.
settlement agreement contains two indemnity provisions.
First, section 1.7 provides that "as and for an
equalizing payment," Wong will transfer to Tang
"100% of his 48.5% interest in Asian Square ..., subject
to all liabilities attendant thereto, for which [Tang] shall
assume sole and separate responsibility and shall indemnify
and hold [Wong] harmless from any liabilities attendant
thereto." Second, section 2.1 provides, "If either
party has incurred or does incur, on or before the effective
date of this agreement, any liability not disclosed and
listed in this agreement on which the other is or may become
personally liable or that could be enforced at any time
against an asset held or to be received under this agreement
by the other party, that warrantor will fully indemnify the
other with respect to the obligation, including, but not
limited to, any and all liability on the obligation, attorney
fees, and related costs."
died in June 2013, and Tang died that August. Wong did not
transfer his Asian Square shares to Tang ...